EXHIBIT 10.3


                        [GRIFFON CORPORATION LETTERHEAD]

[Date]

Name of Recipient
[address]

Dear              :
     -------------

Pursuant to the Griffon Corporation 2006 Equity Incentive Plan (the "Plan"), the
Plan's administrative committee (the "Committee") hereby grants to you
restricted shares of Common Stock, par value $.25 ("Award").

This Award is subject to the applicable terms and conditions of the Plan, which
are incorporated herein by reference, and in the event of any contradiction,
distinction or difference between this letter and the terms of the Plan, the
terms of the Plan will control. All capitalized terms used herein have the
meanings set forth herein or in the Plan, as applicable.

Subject to your continued service with the Company or its Subsidiaries, the
restrictions on your Award shall lapse as follows:

        Restrictions shall lapse with respect to              shares on
                                                 ------------
        ---------------;
        Restrictions shall lapse with respect to              shares on
                                                 ------------
        ---------------;*
        Restrictions shall lapse with respect to              shares on
                                                 ------------
        ---------------;*
        Restrictions shall lapse with respect to              shares on
                                                 ------------
        ---------------;* and
        Restrictions shall lapse with respect to              shares on
                                                 ------------
        ---------------.*

Notwithstanding any section of the Plan to the contrary, upon a Change in
Control, your Award will not automatically become free from restriction (unless
otherwise provided by the Committee prior to the Change in Control), but subject
to your continued service with the acquiring or surviving company, the
restrictions on your Award shall continue to lapse on the dates and in the
amounts set forth above. At or prior to such Change in Control, the Committee
will determine the method by which you may, subject to your continued service
with the acquiring or surviving company, be able to attain the value of your
Award.

If your service with the Company and its Subsidiaries is terminated by the
Company without Cause, the restrictions hereunder on your entire Award will
lapse and your entire Award shall become free from restriction upon the date
that your service with the Company so terminates. Unless otherwise determined by
the Committee or as set forth above, upon your termination of service with the
Company and its Subsidiaries for any reason (other than a termination by the
Company without Cause), the portion of your Award that is subject to
restrictions hereunder on the date of such termination shall be forfeited
immediately with no further compensation due to you.

------------------------------
*If necessary






You will receive certificate(s) for the restricted shares designating you as the
registered owner. Upon such receipt, you agree to deliver the certificate(s)
together with a signed and undated stock power to the Company or the Company's
designee authorizing the Committee to transfer title to the certificate(s) to
the Company in the event that your Award or any portion thereof is forfeited
prior to the lapse of the restrictions.

At the time that the restrictions lapse, you must make appropriate arrangements
with the Company concerning withholding of any taxes that may be due with
respect to such Common Stock. You may tender cash payment to the Company in an
amount equal to the required withholding or request the Company retain the
number of shares of Common Stock whose fair market value equals the amount to be
withheld. As promptly thereafter as possible, the Company will issue
certificates for the shares released from restrictions.

The Company may impose any additional conditions or restrictions on the Award as
it deems necessary or advisable to ensure that all rights granted under the Plan
satisfy the requirements of applicable securities laws. The Company shall not be
obligated to issue or deliver any shares if such action violates any provision
of any law or regulation of any governmental authority or national securities
exchange.

The Committee may amend the terms of this Award to the extent it deems
appropriate to carry out the terms of the Plan. The construction and
interpretation of any provision of this Award or the Plan shall be final and
conclusive when made by the Committee.

Nothing in this letter shall confer on you the right to continue in the service
of the Company or its Subsidiaries or interfere in any way with the right of the
Company or its Subsidiaries to terminate your service at any time.

Please sign and return a copy of this agreement to the Chairman of the Board of
the Company designating your acceptance of this Award. This acknowledgement must
be returned within thirty (30) days; otherwise, the Award will lapse and become
null and void. Your signature will also acknowledge that you have received and
reviewed the Plan and that you agree to be bound by the applicable terms of such
document.


Very truly yours,

GRIFFON CORPORATION



By:
   ---------------------------------




ACKNOWLEDGED AND ACCEPTED



------------------------------------
Dated:
      ------------------------------


Enclosure (Copy of Plan)